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                                                             Exhibit 10.11 (b)

                                 AMENDMENT NO. 1
                                       TO
                          SPECIAL TERMINATION AGREEMENT


         THIS AMENDMENT No. 1, dated as of April 16, 1998, to that certain
Special Termination Agreement (the "Agreement") dated as of July 1, 1997, by and
among Abington Bancorp, Inc., a Massachusetts corporation, Abington Savings
Bank, a Massachusetts savings bank, and Robert M. Lallo, an individual currently
employed by the Company and the Bank in the capacity of Senior Vice President
and Chief Financial Officer.

         NOW, THEREFORE, the parties to the Agreement hereby agree to amend the
Agreement as follows:

         1. Paragraph 4 of the Agreement is hereby deleted and the following
new Paragraph 4 inserted in lieu thereof:

                  4. SEVERANCE PAYMENT. In the event a Terminating Event occurs
         within three (3) years after a Change in Control, the Employers shall
         pay to the Executive an amount equal to (x) three times the "base
         amount" (as defined in Section 280G(b)(3) of the Internal Revenue Code
         of 1986, as amended (the "Code")) applicable to the Executive, less (y)
         One Dollar ($1.00), payable in one lump-sum payment on the date of
         termination.

         2. As amended by this Amendment, the Agreement shall continue in full
force and effect in accordance with its terms.

         3. This Amendment may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Amendment by signing any such counterpart.

         4. This Amendment shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts,
without regard to its principles of conflicts of laws.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.


ABINGTON SAVINGS BANK                       ABINGTON BANCORP, INC.



By:                                        By:
  --------------------------------           ----------------------------------
  Its                                        Its


                                             ---------------------------------
                                             Robert M. Lallo